Abstract

The Canadian Supreme Court case Uniprix inc. v Gestion Gosselin et Berube inc. 2017 SCC 43 holds that a unilateral renewal option in a contract of affiliation, which has the effect of binding one party forever at the discretion of the other party who has the sole right to decide whether to renew, is legally valid. This inevitably will have undesirable commercial implication for the party bound, because it cannot get rid of the contractual obligation by opposing further renewal. This article argues that the legal analysis applied in Uniprix is wrong. It is submitted that there is a new contract on renewal, and thus a unilateral renewal right can be got rid of through revocation of offer. This article can also be viewed alone as a comprehensive analysis on the right to revoke under Art.1390 Civil Code of Quebec, which is of general application to any case involving revocation.

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